Zelluna ASA – Contemplates private placement
Zelluna ASA – Contemplates private placement of NOK 50-55 million and retail offering to advance into first-in-human trial of its “off-the-shelf” TCR-NK therapy
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE 'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Oslo, 3 November 2025: Zelluna ASA ( "Zelluna " or the "Company "), a company pioneering allogeneic ‘off the shelf’ T Cell Receptor based Natural Killer (TCR-NK) cells for the treatment of cancer contemplates a private placement of NOK 50-55 million in gross proceeds and a retail offering of new shares through PrimaryBid raising gross proceeds of up to the NOK equivalent of EUR 1 million to initiate a phase I clinical trial of the Company’s lead asset, ZI-MA4-1 and generate patient data in mid 2026. The proceeds could bring meaningful impact for late-stage cancer patients amid growing industry appetite for accessible, ‘off-the-shelf’ cell therapies and enable the reach to a significant value inflection for the company.
The net proceeds from the Private Placement and the PrimaryBid Offering will be used to initiate a Phase I clinical trial with ZI-MA4-1 and generate initial patient data, develop the pipeline and for general corporate purposes.
Existing shareholders and primary insiders of the Company (the "Pre-Committing Shareholders ") have pre-committed to subscribe for and will be allocated Offer Shares in the Private Placement for NOK 50.7 million.
Overview of pre-commitments:
- Oxford Investors (a group of international private investors with strong track-record within the Life Science industry) for NOK 24.8 million;
- Sundt AS / Helene Sundt AB for NOK 10 million;
- Gjelsten Holding AS for NOK 5 million;
- MP Pensjon PK for NOK 5 million;
- Norda ASA for NOK 2 million;
- Ro Invest AS for NOK 1.5 million;
- Management for NOK 1.2 million;
- Whereof Namir Hassan (CEO) for NOK 0.5 million;
- Members of the Board of Directors for NOK 1.2 million; and
- Whereof Anders Tuv (Chair of the Board) for NOK 0.2 million
The Private Placement will entail the issuance of new shares at an offer price of NOK 10 per share (the "Private Placement "). The Company has engaged DNB Carnegie, a part of DNB Bank ASA as sole bookrunner (the "Manager ") to advise on and effect the contemplated Private Placement. The PrimaryBid Offering of new shares (together with the new shares in the Private Placement, the "Offer Shares ") of up to the NOK equivalent of EUR 1 million will be directed towards retail investors in Norway. The offer price in the Private Placement and the PrimaryBid Offering is NOK 10 per Offer Share.
The Private Placement
The bookbuilding period for the Private Placement will commence today, 3 November 2025 at 16:30 (CET) and close on 4 November 2025 at 08:00 (CET). The Company and the Manager may, however, at their sole discretion, resolve to extend or shorten the application period at any time and for any reason on short or without notice. If the application period is extended or shortened, the other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards investors subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) are available. The Company will direct a separate tranche of the Private Placement, without a minimum application and allocation amount, towards board members and employees, subject to applicable exemptions from the applicable prospectus requirements.
Allocation of Offer Shares will be determined by the Board, at its sole discretion, in consultation with the Manager, following the expiry of the application period. The Offer Shares in the Private Placement are expected to be settled in two separate tranches ( "Tranche 1 " and "Tranche 2 "), as described below.
Settlement of Offer Shares in Tranche 1 to investors other than the Pre-Committing Shareholders is expected to take place on or about 6 November 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement (the "Share Lending Agreement ") expected to be entered into between the Company, the Manager and Radforsk. The Offer Shares allocated to the investors in Tranche 1 of the Private Placement other than the Pre-Committing Shareholders will thus be tradable upon allocation. The share loan under the Share Lending Agreement will be settled with new shares in the Company to be issued by the Company 's Board of Directors (for Tranche 1) pursuant to an authorization granted by the general meeting of the Company held on 29 April 2025 (the "Board Authorization "). Settlement of the Offer Shares allocated to the Pre-Committing Shareholders in Tranche 1 will not be made on DVP-basis. The payment date for such Offer Shares is expected on or about 6 November 2025. Delivery of such Offer Shares will occur following registration of the share capital increase pertaining to such Offer Shares in the Norwegian Register of Business Enterprises (the “NRBE”), expected on or about 10 November 2025.
The payment date for Offer Shares in Tranche 2 is expected to be on or about 27 November 2025, and the delivery date for such Offer Shares is expected to be on or about 2 December 2025 (subject to the share capital increase pertaining to the issuance of such Offer Shares having been registered with the NRBE). The Offer Shares in Tranche 2 and part of the Offer Shares in Tranche 1 to be delivered to Pre-Committing Shareholders and/or Radforsk (as settlement of the share loan described above) will initially be delivered on a separate non-listed ISIN pending approval and publication of a listing prospectus, and the new shares to be issued in Tranche 2 and such part of the Offer Shares to be issued in Tranche 1 will thus not be listed or tradable on Euronext Oslo Børs until such prospectus has been published. Further the issuance of the Offer Shares in Tranche 2 is subject to approval by an extraordinary general meeting of the Company expected to be held on or about 25 November 2025 (the "EGM "). All investors in the Private Placement will receive Offer Shares in Tranche 1, except for the Pre-Committing Shareholders who will receive Offer Shares in Tranche 1 and Tranche 2.
Completion of the Private Placement is subject to all necessary corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the Board resolving to complete the Private Placement, at its sole discretion, including to issue the Offer Shares in Tranche 1 of the Private Placement pursuant to the Board Authorization. Delivery of Offer Shares in Tranche 1 to investors other than the Pre-Committing Shareholders is subject to the Share Lending Agreement being entered into and remaining unmodified and in full force and effect. Delivery of Offer Shares in Tranche 1 to the Pre-Committing Shareholders is subject to the share capital increase pertaining to the issuance of the Offer Shares in Tranche 1 being registered with the NRBE. Completion of Tranche 2 of the Private Placement is further subject to (i) completion of Tranche 1; (ii) the EGM of the Company resolving to issue the Offer Shares in Tranche 2; and (iii) the share capital increase pertaining to the issuance of the Offer Shares in Tranche 2 being registered with the NRBE.
Tranche 1 of the Private Placement is not conditional upon Tranche 2, and an application for Offer Shares in Tranche 1 will be binding and may not be revoked if Tranche 2, for whatever reason, is not completed. Further, the Private Placement is not conditional on completion of the PrimaryBid Offering.
The Company reserves the right to, at any time and for any reason prior to notification of allocation, to cancel the Private Placement and/or to modify the terms of the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement and PrimaryBid Offering represent a deviation from the shareholders ' pre-emptive right to subscribe for and be allocated Offer Shares. The Board has considered the Private Placement and the PrimaryBid Offering in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, and deems that the proposed Private Placement and PrimaryBid Offering is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company expects to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. Furthermore, by including the PrimaryBid Offering, the Company makes the offering more accessible to all of its existing shareholders. In summary, the Company expects to be in a position to complete the contemplated equity issue in today 's market conditions in an efficient manner, at a higher subscription price and at significantly lower cost and with a lower completion risk than would have been the case for a rights issue.
The Company may, subject to completion of the Private Placement and certain other conditions, and depending on the participation of the Company 's existing shareholders in the Private Placement and the PrimaryBid Offering, consider a subsequent repair offering of new shares at the same subscription price as in the Private Placement and the PrimaryBid Offering, and otherwise in line with market practice.
The PrimaryBid Offering
The PrimaryBid Offering comprises a retail offer of up to the NOK equivalent of EUR 1 million to the public in Norway, subject to an exemption being available from prospectus requirements and any other filing or registration requirements and subject to other selling restrictions.
Key highlights and details for the PrimaryBid Offering are as follows:
- Price per Offer Share: NOK 10
- Application period: From 3 November 2025 at 16:30 (CET) to 3 November 2025 at 21:00 (CET).
- No minimum order size.
- Available for investors in Norway.
- Applications can only be submitted through Nordnet 's website from the start to the end of the application period.
The Company may, at its sole discretion, resolve to extend or shorten the application period for the PrimaryBid Offering at any time and for any reason on short or without notice. If the application period is extended or shortened, any other dates referred to herein may be amended accordingly.
Please use the following link to apply for shares: https://www.nordnet.no/aksjer/ipo-emisjon (the transaction will appear when the PrimaryBid Offering is live, expected in approx. 15 minutes from the time of this announcement).
Completion of the PrimaryBid Offering is subject to (i) completion of the Private Placement, (ii) all necessary corporate resolutions of the Company required to implement the PrimaryBid Offering being validly made by the Company, including, without limitation, the Board resolving to complete the PrimaryBid Offering, at its sole discretion, including to issue the Offer Shares in the PrimaryBid Offering pursuant to the Board Authorization, and (iii) the Share Lending Agreement being entered into and remaining unmodified and in full force and effect. The PrimaryBid Offering will not be completed if the Private Placement is not completed.
The Company reserves the right to, at any time and for any reason prior to notification of allocation, cancel the PrimaryBid Offering and/or to modify the terms of the PrimaryBid Offering. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the PrimaryBid Offering is cancelled, irrespective of the reason for such cancellation.
Allocation of Offer Shares will be determined by the Board, at its sole discretion, in consultation with the Manager, following the expiry of the application period for the Private Placement. The PrimaryBid Offering is incidental to the Private Placement and will in any case be limited to a maximum of the NOK equivalent of EUR 1 million. Allocations will be reduced at the Company 's discretion should demand exceed this limit.
Settlement of the Offer Shares in the PrimaryBid Offering is expected to take place on or about 6 November 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to the Share Lending Agreement. The Offer Shares delivered to the investors in the PrimaryBid Offering are expected to be tradeable upon allocation.
Each applicant in the PrimaryBid Offering accepts the following by placing an application through the platform of Nordnet: an investment in the Offer Shares is made solely at the applicant’s own risk and is based on the applicant 's own assessment of the Company and the Offer Shares. An investment in the Offer Shares is only suitable for investors who can afford to lose the invested amount. No prospectus or other document providing a similar level of disclosure has been prepared in connection with the PrimaryBid Offering.
Advisors
DNB Carnegie, a part of DNB Bank ASA is acting as sole bookrunner for the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in connection with the Private Placement.
For further information, please contact:
Namir Hassan, CEO, Zelluna ASA
Email: namir.hassan@zelluna.com
Phone: +44 7720 687608
Hans Vassgård Eid, CFO, Zelluna ASA
Email: hans.eid@zelluna.com
Phone: +47 482 48632
About Zelluna ASA
Zelluna 's mission is to deliver transformative treatments with the capacity to cure advanced solid cancers, in a safe and cost-efficient manner, to patients on a global scale. The Company aims to do this by combining the most powerful elements of the immune system through pioneering the development of "off the shelf " T cell receptor (TCR) guided natural killer (NK) cell therapies (TCR-NK). The TCR-NK platform offers a unique mechanism of action with broad cancer detection capability to overcome the diversity of tumours and will be used "off the shelf " to overcome scaling limitations of current cell therapies. The lead program is a world 's first MAGE-A4 targeting "off the shelf " TCR-NK for the treatment of various solid cancers; a pipeline of earlier products follows. The Company is led by a management team of biotech entrepreneurs with deep experience in discovery through to clinical development of TCR and cell-based therapies including marketed products.
Important notice
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Joachim Midttun, Financial Manager at Zelluna ASA, on 3 November 2025 at 16:45 CET.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act "), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers " as defined in Rule 144A under the U.S. Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation " means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order ") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons "). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe ", "expect ", "anticipate ", "strategy ", "intends ", "estimate ", "will ", "may ", "continue ", "should " and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
© 2025 GlobeNewswire, Inc. All Rights Reserved.
